<PAGE> 1
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
------------------------
FORM 10-K/A
------------------------
<TABLE>
<C> <S>
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED MARCH 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
</TABLE>
COMMISSION FILE NUMBER 0-21773
FIREARMS TRAINING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 57-0777018
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
7340 MCGINNIS FERRY ROAD, SUWANEE, GEORGIA 30024
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (770) 813-0180
Name of exchange on which registered: NONE
Securities pursuant to Section 12(g) of the Act: CLASS A COMMON STOCK,
$0.000006 PAR VALUE PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K X .
Aggregate market value of the voting stock held by non-affiliates of the
registrant as of July 12, 1999: $8,149,722 (based on 9,313,968 shares of
non-affiliates Class A Common Stock outstanding at $.875 per share; the last
sale price on The Nasdaq Small Cap on July 12, 1999)
At July 12, 1999, there were issued and outstanding 19,043,576 shares of
Class A Common Stock, par value $0.000006 per share and there were issued and
outstanding 1,694,569 shares of Class B nonvoting Common Stock, par value
$0.000006 per share
- --------------------------------------------------------------------------------
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<PAGE> 2
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
INFORMATION REGARDING DIRECTORS
The following Class III directors were elected in fiscal 1997 and their
present terms expire with the Annual Meeting of Stockholders in 1999.
PAUL J. ZEPF
MANAGING DIRECTOR,
CENTRE PARTNERS MANAGEMENT LLC
Paul J. Zepf, age 34, has served as a Director of the Company since July
31, 1996. Since 1998, Mr. Zepf has been a Managing Director of Centre Partners
Management LLC and a Managing Director of Corporate Advisors, L.P. From 1995 to
1998, Mr. Zepf was a Principal of Centre Partners Management LLC and a Principal
of Corporate Advisors, L.P. Mr. Zepf also served as a Vice President of
Corporate Advisors, L.P. from 1993 to 1995. Mr. Zepf also serves as a Director
of LaSalle Re Holdings Limited, The Learning Company and Nationwide Credit, Inc.
Mr. Zepf is a member of the Compensation Committee and is a member of the Option
Subcommittee of the Compensation Committee of the Board of Directors.
CRAIG I. FIELDS
CORPORATE DIRECTOR
Craig I. Fields, age 53, has served as a Director of the Company since
September 17, 1996. From 1994 until the present, Dr. Fields has served on
various boards of directors, including the boards of ENSCO, Projectavision,
Inc., Alliance Gaming Corporation, Perot Systems, Network Solution and Music
Holdings Corp. From 1990 to 1994, Dr. Fields served as Chairman and Chief
Executive Officer of the Microelectronics and Computer Technology Corporation, a
for-profit research and development consortium involved in information
technology. Dr. Fields is Chairman of the Defense Science Board. Mr. Fields is a
member of the Compensation Committee and is a member of the Option Subcommittee
of the Compensation Committee of the Board of Directors.
GILBERT F. DECKER
CORPORATE DIRECTOR
Gilbert F. Decker, age 62, has served as a Director of the company since
December 31, 1997. Prior to becoming a private consultant in 1997, Mr. Decker
was the Assistant Secretary of the Army, Research, Development and Acquisition
from 1994 to 1997. Prior to 1994, Mr. Decker held positions of Chief Executive
Officer and President in Xeruca Holding, Inc., Acurex Corporation and Penn
Central Federal Systems Company. Mr. Decker has served on the boards of several
government and public organizations including the Army Science Board, Air Force
Studies board, Defense Science Board and Engineering Advisory board to Johns
Hopkins University. Mr. Decker is a member of the Audit Committee of the Board
of Directors.
The following Class I directors were elected in fiscal 1998 and their
present terms expire with the Annual Meeting of Stockholders in 2000:
PETER A. MARINO
CHIEF EXECUTIVE OFFICER AND PRESIDENT
FIREARMS TRAINING SYSTEMS, INC.
Peter A. Marino, age 57, has served as a Director of the Company since
September 17, 1996 and became Chief Executive Officer and President on October
15, 1996. Prior to joining the Company, Mr. Marino served as Senior Vice
President of Raytheon E-Systems, Inc. from 1991 to 1996. Mr. Marino previously
served as President and Chief Operating Officer of Fairchild Industries and
prior to such service was President and
29
<PAGE> 3
Chief Operating Officer of Lockheed Electronics Co., Inc. Prior to such service,
Mr. Marino held various positions at the Central Intelligence Agency, including
Director of the Office of Technical Services. Mr. Marino serves as a director of
Space Imaging, Inc. and is a member of the Defense Science Board.
LESTER POLLACK
MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Lester Pollack, age 65, has served as a Director of the Company since July
31, 1996 and as Chairman of the Board since September 17, 1996. Mr. Pollack has
served as Managing Director of Centre Partners Management LLC since 1995. Mr.
Pollack has been Senior Managing Director of Corporate Advisors, L.P., the
general partner of Corporate Partners, L.P. and Corporate Offshore Partners,
L.P., since 1988, Managing Director of Lazard Freres & Co. LLC since 1995 (prior
thereto a General Partner) and Chief Executive Officer of Centre Partners, L.P.
since 1986. Mr. Pollack also serves as a director of LaSalle Re Holdings
Limited, Parlex Corporation, Rembrandt, Inc., Nationwide Credit Inc., SunAmerica
Inc., and Tidewater, Inc. Mr. Pollack is a member of the Compensation Committee
of the Board of Directors.
SCOTT PEREKSLIS
PRINCIPAL
CENTRE PARTNERS MANAGEMENT LLC
Scott Perekslis, age 31, has served as a Director of the Company since July
31, 1996. Mr. Perekslis also served as a Vice President of the Company from July
31, 1996 through July 18, 1997. Since 1995, Mr. Perekslis has been a Principal
of Centre Partners Management LLC and a Principal of Corporate Advisors, L.P.
From 1991 to 1995, Mr. Perekslis was an Associate of Corporate Advisors, L.P.
Mr. Perekslis also serves as a director of Hyco International, Inc. and KIK
Corporation Holdings, Inc. Mr. Perekslis is a member of the Compensation
Committee of the Board of Directors.
The following Class II directors were elected in fiscal 1999 and their
present terms expire with the Annual Meeting of Stockholders in 2001:
WILLIAM J. BRATTON
CHIEF OPERATING OFFICER AND PRESIDENT
CARCO GROUP, INC.
William J. Bratton, age 51, has served as a Director of the Company since
September 17, 1996. Mr. Bratton has been the President and Chief Operating
Officer of CARCO Group, Inc. since 1998. From 1996 to 1997, Mr. Bratton served
as Vice Chairman of First Security Services Corporation and President of its new
subsidiary First Security Consulting, Inc. From 1994 to 1996, Mr. Bratton served
as Police Commissioner of the City of New York. In 1992 he served as
Superintendent in Chief of the Boston Police Department and was appointed Police
Commissioner of the Boston Police Department in 1993. From 1990 to 1992, Mr.
Bratton served as Chief of the New York City Transit Police. Mr. Bratton also
serves as a director of Rite-Aid Corporation and First Security Services
Corporation.
JONATHAN H. KAGAN
MANAGING DIRECTOR
CENTRE PARTNERS MANAGEMENT LLC
Jonathan H. Kagan, age 43, has served as a Director of the Company since
July 31, 1996. Mr. Kagan also served as Secretary of the Company from July 31,
1996 through July 18, 1997. Mr. Kagan has served as Managing Director of Centre
Partners Management LLC since 1995. Mr. Kagan has been a Managing Director of
Corporate Advisers, L.P. since 1990. Mr. Kagan has been associated with Lazard
Freres & Co. LLC since 1980 and has been a Managing Director since 1995 (prior
thereto a General Partner). Mr. Kagan also serves as a Director of Jeepers! Inc.
and Hyco International, Inc. Mr. Kagan is a member of the Audit Committee of the
Board of Directors.
30
<PAGE> 4
FRANK S. JONES
CORPORATE DIRECTOR
Frank S. Jones, age 70, has served as a Director of the Company since April
16, 1998. Mr. Jones has served as assistant dean at the Harvard Business School,
a group brand manager at a consumer products company, and as Ford Professor of
Urban Affairs at the Massachusetts Institute of Technology from which he retired
in 1992. Mr. Jones also serves as a Director of Polaroid Corporation and
Scientific Games Holdings Corporation. Mr. Jones is a member of the Audit
Committee of the Board of Directors.
ITEM 11. EXECUTIVE COMPENSATION
DIRECTORS' COMPENSATION
Each director of the Company who is not an employee of the Company is
entitled to receive annual compensation of $20,000, payable quarterly. In
addition, directors of the Company are reimbursed for their reasonable expenses
incurred in attending meetings of the Board of Directors or committees thereof.
In fiscal 1998, Messrs. Fields, Bratton and Decker were granted options (with
exercise prices ranging from $5.1875 to $11.75 per share) to purchase 13,000,
3,500 and 16,600 shares of Common Stock, respectively in connection with their
serving as directors of the Company which options in the case of Mr. Fields
included 3,000 options granted in connection with services he also rendered
pursuant to a consulting agreement. In fiscal 1999, Messrs. Fields, Bratton,
Decker and Jones were granted options (with exercise prices ranging from $7.3125
to $7.625 per share) to purchase 11,000, 1,000, 1,000 and 16,600 shares of
Common Stock respectively, in connection with their serving as directors of the
Company, which options in the case of Mr. Fields included 10,000 options granted
in connection with services he also rendered pursuant to a consulting agreement.
Directors who are also employees of the Company are not separately compensated
for their services as directors.
31
<PAGE> 5
Pursuant to the Securities Purchase Agreement dated November 13, 1998 with
Centre Capital Investors II, L.P., Centre Partners Coinvestment, L.P., Centre
Capital Tax-Exempt Investors II, L.P., and Centre Capital Offshore Investors II,
L.P., Messrs. Pollack, Kagan, Perekslis and Zepf, directors of the Company who
are affiliated with the Centre Partnerships agreed to receive in lieu of annual
director's fees of $20,000, for each director, options to purchase at $1.03125
per share an aggregate of 106,700 shares of Class A Common Stock, exercisable in
equal quarterly installments beginning December 31, 1998 which such directors
assigned to Centre Partners Management LLC. As of June 30, 1999, 80,025 shares
of Class A Common Stock were exercisable from this grant.
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
FISCAL SALARY BONUS ($) OPTIONS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION (#) ($)
- --------------------------- ------ ------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Peter A. Marino(1).......... 1999 350,000 -- 4,800(4) 21,000 --
President and Chief 1998 350,000 150,000 6,865(4) -- --
Executive Officer 1997 148,076 75,000 -- 707,160 324,448(2)
Robert F. Mecredy........... 1999 158,000 -- 4,740(4) 20,000 --
Executive Vice President 1998 155,000 120,000 2,435(4) 10,000 --
1997 144,179 175,000(3) 3,093(4) 182,600 --
Juan C. G. de Ledebur....... 1999 135,000 -- 4,050(4) 22,000 --
Vice President, 1998 145,000 110,000 2,417(4) 10,000 --
Sales and Marketing 1997 156,477 135,000(3) 7,115(4)(6) 212,148 --
Caryl G. Marsh.............. 1999 133,901 -- -- 23,000(5) --
Vice President, Operations 1998 78,495 20,000 -- 22,000 --
1997 6,642 6,000 -- -- --
John A. Morelli............. 1999 84,950 -- 2,482(4) 13,000(5) --
CFO 1998 72,000 6,000 1,170(4) 3,000 --
1997 42,250 6,000 -- 9,960
</TABLE>
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(1) Mr. Marino became the Company's President and Chief Executive Officer on
October 15, 1996.
(2) Mr. Marino received a bonus of $155,000 and 36,852 shares of common stock
valued at $119,880 in connection with his employment agreement, Mr. Marino,
also, was reimbursed for moving expenses of $49,568
(3) Messrs. de Ledebur and Mecredy received transition bonuses as part of the
Company's Recapitalization of $50,000 each,
(4) Matching contributions made by the Company to its 401(k) plan.
(5) Messrs. Marsh and Morelli had 22,000 and 3,000 option shares, respectively,
repriced at $3.253 per share during fiscal 1999 (they were not executive
officers at the time).
(6) Provision of automobile allowance for Mr. de Ledebur of $4,800 in 1997.
32
<PAGE> 6
OPTIONS GRANTED IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NO. OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/SARS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERMS *
OPTION/SARS EMPLOYEES IN EXERCISE OR EXPIRATION ----------------------
GRANTED FISCAL YEAR BASE PRICE DATE 5% 10%
----------- ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Peter A. Marino.......... 10,000(1) 1.20% $ 7.625 04/17/05 31,041 72,340
6,000(1) 0.73% 8.000 04/17/05 19,541 45,538
5,000(1) 0.60% 12.000 04/17/05 24,426 56,923
Robert F. Mecredy........ 10,000(1) 1.20% 7.625 04/17/05 31,041 72,340
5,000(1) 0.60% 8.000 04/17/05 16,284 37,949
5,000(1) 0.60% 12.000 04/17/05 24,426 56,923
Juan C. G. de Ledebur.... 10,000(1) 1.20% 7.625 04/17/04 25,932 58,832
7,000(1) 0.84% 8.000 04/17/05 22,798 53,128
5,000(1) 0.60% 12.000 04/17/05 24,426 56,923
Caryl G. Marsh........... 3,000(1) 0.36% 1.781 12/11/08 2,946 7,257
1,000(1) 0.12% 3.253 04/17/04 1,106 2,510
6,000(1) 0.73% 3.253 01/09/05 7,946 18,517
20,000(1) 2.42% 3.253 06/25/05 26,486 61,724
15,000(1) 1.81% 3.253 12/11/05 19,864 46,293
John A. Morelli.......... 8,000(1) 0.96% 1.781 12/11/08 7,857 19,351
5,000(1) 0.60% 3.253 06/25/05 6,621 15,431
3,000(1) 0.36% 3.253 12/11/08 5,380 13,252
</TABLE>
- ---------------
* These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on future performance of
the Common Stock and overall market conditions. There can be no assurance that
the amounts reflected in these columns will be achieved or if achieved, will
exist at the time of any option exercise.
(1) Options are generally exerciseable as follows: (i) 33 1/3% on the first
anniversary of the option issue date (the "option date"), (ii) 33 1/3% on
the second anniversary of the option date, and (iii) 33 1/3% on the third
anniversary of the option date.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NO. OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
FISCAL YEAR END AT FISCAL YEAR END (1)
----------------------------- -----------------------------
EXERCISEABLE UNEXERCISEABLE EXERCISEABLE UNEXERCISEABLE
------------ -------------- ------------ --------------
<S> <C> <C> <C> <C>
Peter A. Marino............................... 95,396 632,764 -- --
Robert F. Mecredy............................. 12,652 190,948 -- --
Juan C. G. de Ledebur......................... 23,665 220,483 -- --
Caryl G. Marsh................................ 8,684 36,316 -- --
John A. Morelli............................... 3,454 22,506 -- --
</TABLE>
- ---------------
(1) As required by the rules of the Securities and Exchange Commission, the
value of unexercised in-the-money options is calculated based on the closing
sales price of the Company's Common Stock on The Nasdaq Stock Market as of
the last business day of its fiscal year, March 31, 1999, which was $1.03125
per share.
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<PAGE> 7
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF STOCK BY DIRECTORS, EXECUTIVE OFFICERS
AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Class A Voting Common Stock ("Common Stock") and Class B Non-voting
Common Stock ("Class B Stock") as of June 30, 1999 by: (i) each person (or group
of affiliated persons) who is known by the Company to own beneficially more than
5% of the outstanding shares of Common Stock; (ii) each of the Company's
directors; (iii) the Company's chief executive officer and each of the other
employees included in the Summary Compensation Table; and (iv) the Company's
current directors and officers as a group. Except as indicated in the footnotes
to the table, the persons named in the table have sole voting and investment
power with respect to all shares of Common Stock indicated as being beneficially
owned by them.
<TABLE>
<CAPTION>
SHARES OF
COMMON SHARES OF
STOCK CLASS B STOCK
BENEFICIALLY BENEFICIALLY
OWNED (2) OWNED (3)
NAME OF BENEFICIAL OWNER (1) NUMBER % NUMBER %
- ---------------------------- ------------ ---- ------------- -----
<S> <C> <C> <C> <C>
Centre Capital Investors II, L.P.......................... 6,104,451 32.1% 3,157,335 68.6%
Centre Partners Coinvestment, L.P......................... 903,016 4.7% 447,008 10.1%
Centre Capital Offshore Investors II, L.P................. 1,209,596 6.4% 625,695 13.6%
Centre Capital Tax-exempt Investors II, L.P............... 682,428 3.6% 352,935 7.7%
Centre Partners Management LLC (4)........................ 8,076,500 42.4% 4,135,965 89.9%
Centre Partners II LLC (5)................................ 9,470,672 49.7% 4,634,719 100.0%
THIN International (6).................................... 2,454,478 12.9% -- --
Peter A. Marino (7)....................................... 195,883 * -- --
Juan C.G. de Ledebur (7).................................. 78,483 * -- --
Robert F. Mecredy (7)..................................... 53,500 * -- --
Caryl G. Marsh (7)........................................ 8,684 * -- --
John A. Morelli (7)....................................... 2,980 * -- --
Lester Pollack (8)........................................ -- -- -- --
William J. Bratton........................................ 13,735 * -- --
Gilbert F. Decker......................................... 6,868 * -- --
Craig I. Fields........................................... 34,470 * -- --
Frank S. Jones............................................ 6,334 * -- --
Jonathan H. Kagan (9)..................................... -- -- -- --
Scott Perekslis (10)...................................... 9,005 * -- --
Paul J. Zepf (11)......................................... 10,506 * -- --
All current directors and executive officers as a group
(13 individuals) (12)................................... 423,902 2.2% -- --
</TABLE>
- ---------------
* Less than 1%
(1) The address of Centre Capital Investors II, L.P., Centre Partners
Coinvestment, L.P., Centre Capital Tax-exempt Investors II, L.P. (together
with Centre Capital Offshore Investors II, L.P., the "Centre
Partnerships"), Centre Partners Management LLC ("Centre Management") and
Centre Partners II, LLC (together with Centre Capital Offshore Investors
II, L.P., the "Centre Entities") is 30 Rockefeller Plaza, New York, New
York 10020; the address of Centre Capital Offshore Investors II, L.P. is
c/o Reid Management, Cedar House, 41 Cedar Avenue, Box HM 1179, Hamilton,
Bermuda; and the address of THIN International N.V. ("THIN International")
is Landhuis Joonchi, Koya Richard J. Beaujan z/n, P.O. Box 837, Curacao,
Netherlands Antilles.
(2) Based on 19,043,576 shares of Common Stock outstanding on June 30, 1999.
Calculation of percentage of beneficial ownership assumes the exercise of
all options exercisable within 60 days of June 30, 1999 only by the
respective named shareholder.
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<PAGE> 8
(3) The Centre Partnerships shown as beneficially owning Class B Stock own all
outstanding shares of such stock and have entered into a binding agreement
by which each has agreed not to exercise the right to convert Class B Stock
for Common Stock provided by the Restated Certificate of Incorporation, if
as a result of such conversion, the Centre Partnerships would hold, of
record, or beneficially with power to vote, more than 50% of the shares of
Common Stock outstanding immediately following such conversion unless
concurrently with such conversion the shares of Common Stock are
transferred to an unaffiliated person. Included within the shares of Class
B Stock are 2,940,150 warrants currently exercisable into shares of Class B
Stock.
(4) Information regarding ownership of Common Stock by the Centre Entities is
included herein in reliance on information set forth in a Form 4 filed by
the Centre Entities in December 1998 with the Securities Exchange
Commission (the "Commission"), reflecting ownership as of November 30, 1998
as well as information set forth in Schedule 13G filed by the Centre
Entities in February, 1999. Pursuant to a Management Agreement, Centre
Capital Investors II, L.P., Centre Partners Offshore Investors II, L.P. and
Centre Capital Tax-exempt Investors II, L.P. have delegated voting and
investment power with respect to the Common Stock beneficially owned by
them to Centre Management and investment power over such shares of
nonvoting Class B Stock; accordingly, the aggregate security ownership of
those Centre Entities is reflected for Centre Management as well.
(5) As general partner of Centre Partners Coinvestment, L.P. and general
partner of the general partner of Centre Capital Investors II, L.P., Centre
Partners Offshore Investors II, L.P. and Centre Capital Tax-exempt
Investors II, L.P., Centre Partners II LLC ("Centre Partners") is reflected
as beneficially owning the Common Stock and Class B Stock owned by those
Centre Entities. In addition, pursuant to certain co-investment
arrangements, Centre Partners has been delegated voting and investment
power with respect to an additional 571,181 shares of Common Stock and
51,746 warrants. In addition, included within the shares of Class B Stock
are 2,940,150 warrants currently exercisable into shares of Class B Stock.
(6) Information regarding ownership of Common Stock by THIN International is
included herein in reliance on information set forth in a Form 4 filed by
THIN International in August 1998 with the Commission, reflecting ownership
as of July 31, 1998. Mr. GH Thyssen-Bornemisza, a Swiss national resident
in Monaco and chairman of TBG Holdings N.V., may be deemed to have sole
voting and dispositive power over the Common Stock owned by THIN
International.
(7) Messrs. Marino, de Ledebur, Marsh, Mecredy and Morelli's beneficial
ownership includes exercisable options for 95,396 shares, 23,665 shares,
8,684 shares, 21,652 shares and 3,454 shares, respectively. In addition,
Messrs. Marino, de Ledebur, Mecredy and Morelli's beneficial ownership
includes 2,215 shares, 1,034 shares, 1,138 shares and 980 shares,
respectively held in a 401(k) plan for the benefit of each officer, over
which each officer has been delegated voting and investment power. For Mr.
Morelli, includes 2,000 shares of Common stock owned by his wife for which
he disclaims any beneficial ownership.
(8) Excludes 8,076,500 shares of Common Stock and 1,522,624 shares of Class B
Stock and 2,613,341 warrants currently exercisable into Class B Stock for
which Centre Management has been delegated voting and/or investment power
and 9,470,672 shares of Common Stock and 1,694,569 shares of Class B Stock
and 2,940,150 warrants currently exercisable into shares of Class B Stock
for which Centre Partners is reflected as having beneficial ownership. Mr.
Pollack is a Managing Director of each of Centre Management and Centre
Partners and, as such, may be deemed to have voting and investment power
over such shares of Common Stock and investment power over such shares of
nonvoting Class B Stock. Mr. Pollack disclaims any beneficial ownership of
such shares of Common Stock and Class B Stock.
(9) Excludes 8,076,500 shares of Common Stock and 1,522,624 shares of Class B
Stock and 2,613,341 warrants currently exercisable into Class B Stock for
which Centre Management has been delegated voting and/or investment power
and 9,470,672 shares of Common Stock and 1,694,569 shares of Class B Stock
and 2,940,150 warrants currently exercisable into shares of Class B Stock
for which Centre Partners is reflected as having beneficial ownership. Mr.
Kagan is a Managing Director of each of Centre Management and Centre
Partners and, as such, may be deemed to have voting and investment power
over such shares of Common Stock and investment power over such shares of
nonvoting Class B
35
<PAGE> 9
Stock. Mr. Kagan disclaims any beneficial ownership of such shares of
Common Stock and Class B Stock.
(10) Includes 9,005 shares of Common Stock held in a 401(k) plan for the benefit
of Mr. Perekslis and 467 shares of Series A Preferred Stock, over which Mr.
Perekslis has delegated voting and investment authority to Centre Partners
pursuant to certain co-investment arrangements.
(11) Excludes 8,076,500 shares of Common Stock and 1,522,624 shares of Class B
Stock and 2,613,341 warrants currently exercisable into Class B Stock for
which Centre Management has been delegated voting and/or investment power
and 9,470,672 shares of Common Stock and 1,694,569 shares of Class B Stock
and 2,940,150 warrants currently exercisable into shares of Class B Stock
for which Centre Partners is reflected as having beneficial ownership. Mr.
Zepf is a Managing Director of each of Centre Management and Centre
Partners and, as such, may be deemed to have voting and investment power
over such shares of Common Stock and investment power over such shares of
nonvoting Class B Stock. Mr. Zepf disclaims any beneficial ownership of
such shares of Common Stock and Class B Stock. Includes 10,506 shares of
Common Stock held in a 401(k) plan for the benefit of Mr. Zepf and 468
shares of Series A Preferred Stock, over which Mr. Zepf has delegated
voting and investment authority to Centre Partners pursuant to certain
co-investment arrangements.
(12) Excludes 8,076,500 shares of Common Stock and 1,522,654 shares of Class B
Stock and 2,613,341 warrants currently exercisable for Class B Stock for
which Centre Management has been delegated voting and/or investment power
and 9,470,672 shares of Common Stock and 1,694,569 shares of Class B Stock
and 2,940,150 warrants currently exercisable into shares of Class B Stock
for which Centre Partners is reflected as having beneficial ownership, for
which Messrs. Pollack, Kagan and Zepf may be deemed to have voting and/or
investment power based on their serving as a Managing Director of such
entities. Messrs. Pollack, Kagan and Zepf disclaim beneficial ownership of
such shares of Common Stock and Class B Stock. Includes 19,511 shares of
Common Stock held in 401(k) plans for the benefit of Messrs. Perekslis and
Zepf, over which each such individual has delegated voting and investment
authority to Centre Partners pursuant to certain co-investment
arrangements.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS
On April 24, 1998, the Centre Partnerships pursuant to a written agreement
exchanged certain shares of Class A Voting Common Stock owned by each of them
for an equal number of shares of Class B Non-voting Common Stock in the amounts
as shown under "OWNERSHIP OF STOCK BY DIRECTORS, EXECUTIVE OFFICERS AND
PRINCIPAL STOCKHOLDERS." In connection with such agreement, the Centre
Partnerships each agreed not to exercise the right to convert Class B Stock for
Common Stock provided by the Restated Certificate of Incorporation if, as a
result of such conversion, the Centre Partnerships would hold of record, or
beneficially, with power to vote, more than 50% of the shares of Class A Common
Stock outstanding immediately following such conversion unless concurrently with
such conversion the shares of Class A Common Stock are transferred to an
unaffiliated person. The transaction, which was approved by the Board of
Directors was carried out in order to permit the Company to engage in
acquisition transactions after expiration of two years which could be accounted
for as a pooling under generally accepted accounting principles and is believed
by the Company to have been of no monetary value to the Centre Partnerships.
On November 13, 1998 the Centre Partnerships entered into a Securities
Purchase Agreement with the Company whereby the Centre Partnerships, for
$3,000,030 purchased 18,182 units of a security comprised of 18,182 shares of
Series B Preferred Stock (the "Preferred Stock") and 2,909,120 in the aggregate
of non-detachable warrants to purchase Class B non-Voting Common Stock ("Class B
stock") with an exercise price of $1.03125. Each unit of the security includes
one share of Preferred Stock and 160 warrants, and the security bears a dividend
of 8% per annum payable quarterly in additional units of the security. The
Preferred Stock is subject to mandatory redemption on November 13, 2003 at the
liquidation value thereof. It is also subject to redemption at the option of the
holder in the event of a change of control of the Company as defined.
36
<PAGE> 10
On June 1, 1999 certain subsidiaries of the Company established a revolving
line of credit in the amount of $3,000,000 with a financial institution with a
maturity date of May 26, 2000. The payment of obligations under the Subsidiary
Line are guaranteed by the Centre Partnerships as well as by the Company and
certain of its subsidiaries.
In exchange for such guarantees the Centre Partnerships received a fee of
$50,000 in cash and would be entitled to be paid an additional funding fee of
$250,000 in the event any payments were made by any Centre Partnerships to the
financial institution.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Messrs. Pollack, Fields, Perekslis and Zepf served as members of the
Company's Compensation Committee during the 1999 fiscal year. While Mr. Pollack
is Chairman of the Board and Mr. Perekslis was a Vice President of the Company
through July 18, 1997, none is otherwise an employee, officer or former employee
or officer of the Company or its subsidiaries.
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee has provided the following report:
The compensation policies of the Company have been developed to link
the compensation of executive officers with the development of enhanced
value for the Company's stockholders. Through the establishment of both
short-term and long-term incentive plans and the use of base salary and
performance bonus combinations, the Company seeks to align the financial
interests of its executive officers with those of its stockholders.
PHILOSOPHY AND COMPONENTS
In designing its compensation programs, the Company follows its belief that
compensation should reflect both the Company's recent performance and the value
created for stockholders, while also supporting the broader business strategies
and long-range plans of the Company. In doing so, the compensation programs
reflect the following general characteristics:
- The Company's financial performance and, in particular, that of the
individual.
- An annual incentive arrangement that generates a portion of compensation
based on the achievement of specific performance goals in relation to the
Company's internal budget and strategic initiatives, with superior
performance resulting in enhanced total compensation.
The Company's executive compensation is based upon the components listed
below, each of which is intended to serve the overall compensation philosophy:
Base Salary. Base salary is intended to be set at a level that
approximates the competitive amounts paid to executive officers of similar
businesses in structure, size, and industry orientation. Competitive amounts are
determined informally through a review of published compensation surveys and
proxy statements of other companies, including some, but not all, of the
companies in the peer group selected for purposes of the stock performance graph
set forth elsewhere in this Proxy Statement.
Incentive Compensation. In accordance with the Company's philosophy of
tying a substantial portion of the overall compensation of its executive
officers to the achievement of specific performance goals, an incentive plan has
been developed for the executive officers. The Company's incentive plan is
designed to reward superior performance with total compensation above
competitive levels. On the other hand, if performance goals are not achieved and
the Company suffers as a result, compensation of affected executive officers may
fall below competitive levels.
Stock Options. The Company periodically considers awards to its executive
officers of stock options granted under the terms of its Stock Option Plan.
Options are awarded by the Option Subcommittee to
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<PAGE> 11
selected executive officers and other persons in recognition of outstanding
contributions they may have made (or are being motivated to make) to the
Company's growth, development, or financial performance. The awarding of options
is designed to encourage ownership of the Company's Common Stock by its
executive officers, thereby aligning their personal interests with those of our
shareholders.
The Compensation Committee reviews and determines the compensation of the
executive officers of the Company with this philosophy on compensation as its
basis. While promoting initiative and providing incentives for superior
performance on behalf of the Company for the benefit of its shareholders, the
Compensation Committee also seeks to assure that the Company is able to compete
for and retain talented personnel who will lead the Company in achieving levels
of growth and financial performance that will enhance shareholder value over the
long-term as well as short-term.
CEO COMPENSATION
Effective October 15, 1996, the Company entered into an employment
agreement with Mr. Marino as Chief Executive Officer and President for a term
that extends to March 31, 2002, and is renewable for successive one-year terms
thereafter unless either party chooses not to renew. Details about that
agreement are provided under "Executive Compensation -- Employment and Related
Matters" above.
The Compensation Committee believes that the compensation terms of Mr.
Marino's employment agreement are consistent with and reflect the Company's
executive compensation philosophy. The base salary provided to Mr. Marino is
consistent with what the Compensation Committee believes is competitive in the
Company's industry, and the opportunities for bonus compensation are tied to the
Company's performance in terms of value to its stockholders. Additionally, the
options that have been granted to Mr. Marino are subject to vesting over a
period of years.
The Compensation Committee
Lester Pollack
Craig I. Fields
Scott Perekslis
Paul J. Zepf
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<PAGE> 12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunder duly authorized, in the City of
Suwanee, State of Georgia on July 28, 1999.
FIREARMS TRAINING SYSTEMS, INC.
By: /s/ PETER A. MARINO
------------------------------------
Peter A. Marino
President, Chief Executive Officer
and Director
(Principal Executive Officer)
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints Peter A.
Marino and John A. Morelli each of them singly, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
in each of them, for him and his name, place and stead, and in any and all
capacities, to sign any and all amendments to this Annual Report on Form 10-K of
Firearms Training Systems, Inc., and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
necessary or desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or any of
their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ PETER A. MARINO President, Chief Executive July 28, 1999
- ----------------------------------------------------- Officer and Director (Principal
Peter A. Marino Executive Officer)
/s/ JOHN A. MORELLI Chief Financial Officer and July 28, 1999
- ----------------------------------------------------- Treasurer (Principal Financial
John A. Morelli and Accounting Officer)
/s/ ROBERT F. MECREDY Executive Vice President July 28, 1999
- -----------------------------------------------------
Robert F. Mecredy
/s/ LESTER POLLACK Chairman of the Board and July 28, 1999
- ----------------------------------------------------- Director
Lester Pollack
/s/ WILLIAM J. BRATTON Director July 28, 1999
- -----------------------------------------------------
William J. Bratton
/s/ GILBERT F. DECKER Director July 28, 1999
- -----------------------------------------------------
Gilbert F. Decker
/s/ CRAIG I. FIELDS Director July 28, 1999
- -----------------------------------------------------
Craig I. Fields
</TABLE>
V-1
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<C> <S> <C>
/s/ FRANK S. JONES Director July 28, 1999
- -----------------------------------------------------
Frank S. Jones
/s/ JONATHAN H. KAGAN Director July 28, 1999
- -----------------------------------------------------
Jonathan H. Kagan
/s/ SCOTT PEREKSLIS Director July 28, 1999
- -----------------------------------------------------
Scott Perekslis
/s/ PAUL J. ZEPF Director July 28, 1999
- -----------------------------------------------------
Paul J. Zepf
</TABLE>
V-2
